Puella Magi Madoka Magica: Ascendance
by AceOfTheSpades
Summary: Despite Homura Akemi's attempts to create a perfect world for Madoka and her friends, nothing good can last. After narrowly surviving a car crash, Mami Tomoe finds herself in a struggle between the Devilish Goddess, her Incubator slaves, and a mysterious otherworldly figure with his own plans. As the war escalates, Mami finds herself pitted against old foes and dear friends alike.
1. Prologue

**Prologue**

The climate in Mitakihara was pleasant that day. A light breeze keeping the heat of the early summer sun from becoming unpleasant as it radiated across the vibrant city. Every cirrus cloud floated gently and perfectly on the turquoise-colored sky as if it had been placed there purposely by some type of cosmic designer with an eye for presentation. Indeed, the city was idyllic. The people strolled leisurely down the streets and sat outside of the shade, just enjoying the day. Stores bustled with people buying all types of new merchandise for the summer, but none of the employees were stressed by the flood of customers. Instead, they welcomed in the business that would give them the money to enjoy all the activities they would be doing in the future sunny months.

The students of Mitakihara High School in particular were enjoying the day for reasons other than the perfect weather. The last of the notoriously difficult and tormenting final exams had finally passed, leaving them to forget the stress they had endured not a week earlier and relax over the coming break. Life was at its best for them, and they couldn't have been happier. Some of them would be going on long vacations out of the country, but most would just enjoy the time off in their home city.

"It will be a wonderful summer for everyone," thought 15-year old Mami Tomoe as she sat in her parents' car as they drove towards the local airport. Her parents had taken her home from school early to catch the first flights out of Mitakihara. Their summer had many adventures waiting to be unfolded. They would travel to California and visit the countless attractions before heading to Hawaii on the return trip and relax before coming home to Mitakihara. She was bursting with excitement for the trip, though she didn't make a spectacle of herself. Mami prided herself in her composure, even in the most tempting of times.

Her parents seemed to pick up on the silence and her father looked through the mirror above the radio to smile at his daughter.

"You're awfully quiet back there Mami." said her Father, "Aren't you excited about where we're going?"

"I am." she replied, smiling back as she twisted the spiral-strand of hair that jutted out just behind her right ear.

"He's right," said Mami's mother. "You haven't said anything in the last hour. Is something wrong, dear?"

"No." answered Mami. "I'm just enjoying the moment."

The car sped down the road, which was surprisingly empty, considering the number of people who should be heading to the airport to catch the flights out of Mitakihara. A few hundred meters ahead, a massive bridge stood high above a river filled with boats, some of them were yachts owned by the wealthier residents of the city. Mami watched them drift along the current and float out of sight. As they approached the bridge, something caught her eye.

Hundreds of white shapes seemed to move along the suspension cables above the bridge. Mami thought they were birds at first, but she saw one of them fall off the cable and flail in midair before disappearing off the bridge. She made out what looked like a pair of long ears and a tail.

"Was that a cat?" thought Mami, puzzled. What would hundreds of cats be doing on the bridge?

Her question was answered when she heard a sharp crack and saw one of the cables snap, whipping the ground near their car. Mami's father swerved, dodging the falling length of steel reflexively.

"What's going on?" asked her father. "Is something wrong with the bridge?"

As if on cue, more of the cables starting breaking, their ends scything at the passing cars as the bridge itself began to shake with the loss of its support.

"We need to get off the bridge! It's coming down!" warned Mami's mother frantically.

The bridge seemed to be packed ahead, making it impossible for them to escape the crumbling structure. Mami started to panic, her breathing tearing at her lungs as her heart pounded against her eardrums just as intensely as within her chest. The blissful day had turned into an episode of sheer terror. They had approached the midsection of the bridge and to their shock, cracks had started appearing in the solid cement, widening by the second.

"Please, no." thought Mami, desperately. "I can't die like this. Not here."

The shaking of the bridge stopped for a second.

Then the colossus of cement, steel, and all the unfortunate souls who had decided to drive across the bridge at that accursed moment began the inevitable descent as everything disintegrated around them.

Mami screamed as the car began plummeting towards the water, the sensation in her spine akin to a live current, both paralyzing and agitating.

Before it contacted the river, a strange dark shape appeared just above the water. The shape expanded rapidly, turning into a spade-shaped dark space that engulfed the car. For a second, Mami couldn't see anything. The haze obscured everything. Nothing moved, and the car seemed to hover in the surrounding void. Then the inertia returned and the car struck something. They were back in the light again, on the other side of the bridge.

Mami watched in disbelief as the bridge continued to collapse behind them. Somehow, they had avoided being forced into a watery grave. Their car was badly damaged, having struck the side of a tunnel entrance just past the bridge. Her parents weren't moving. For a second, she remained completely motionless, unable to process everything she had just seen and felt. From speeding towards certain death in the river on a falling bridge to being inside a crashed car on the side of the road. It was all impossible.

Then from the shadows of the tunnel, a figure emerged. It was difficult to gauge his age due to his somewhat short dark grey hair, but he appeared to be in his late teens or early twenties, or at least that was how he appeared to Mami. He wore a calf-length formal trench coat that was the same sharkskin grey color as his hair over a pinstriped suit and tie with lines that were several shades lighter than, but overall the same color as the coat. A pure white scarf was draped over his shoulders, fitting neatly in the coat's collar. His eyes seemed to possess a silvery glow, as if he had bits of freshly shined metal in his pupils.

He approached the car, seeming to drift like a smoke cloud more than walk, but it could have been Mami's imagination, given the trauma she had just experienced. The car's windows had all shattered, making it easy for the figure to approach the driver's side and reach into the car, testing the pulse of Mami's father. He did the same with her mother. Finally, he approached Mami's window, pausing as he bent his knees to look into the ruined vehicle.

"They're just unconscious." he said in an assuring voice, with a hint of an accent. Mami couldn't place exactly where it was from, but it seemed to be a blend of Okinawan and some Mediterranean language. "Are you alright?"

Mami couldn't answer. The stranger was so deathly calm in the aftermath of the wreck that it was unnerving. There was something unearthly about him, as if he had just arrived from another world.

"Are you hurt anywhere?"

"I think I'm alright." she finally managed to answer.

He reached into his sleeve and produced a playing card. An Ace of Spades.

The figure handed the bewildered Mami the card and said in the same voice, "If you ever need me, use this."

He stepped away from the car, and started walking back to the tunnel when he stopped and walked back to the car. Mami gasped when he pulled what appeared to be a pistol from inside his coat. He placed the ornately carved flintlock weapon in Mami's shaking hand before remarking, "Keep that close. Your life depends on it."

With that, he stood and drifted back towards the tunnel before disappearing into the darkness.


	2. The New World and Its Queen

**Chapter 1: The New World and its Queen**

May 5th, the last day of school for the thousands of students at Mitakihara was the day they had been wishing for since their Spring Break had ended a few weeks earlier. Now that it was here, they had rushed in an exodus to escape the school and the long hours of studying and endless lectures. Or at least most of them would. Mitakihara was a quiet city and was known for its peaceful atmosphere. Its High School was similarly known for being a safe and civilized place for the many students to learn without fear of being attacked and physically harmed. For the most part.

The cafeteria at lunchtimes was usually a deafening place where everyone gathered with their friends and all of their friends' friends to discuss the mindless topics that happened to be popular. Today, everyone was oddly quiet as they watched something unheard of. A drawn-out fight. Between a pair of schoolgirls.

Sayaka Miki was a 14-year old blue-haired tomboy with a feisty demeanor and an obsession with her new boyfriend Kyosuke Kamijo. She had narrowly wrested the young violin prodigy from the alluring grasp of Hitomi Shizuki, a wealthy young lady who had yet to forgive Sayaka for her dramatic loss. Nothing would take Kyosuke from her now that she had won him over.

Opposing her was Kyoko Sakura, a crimson-haired girl of the same age, but one who went further than Sayaka in her aggressiveness, getting into trouble frequently and gaining a reputation as a habitual delinquent. Her own obsession was with food, and she would never forgive anyone who wasted it. Not even her best friend.

Naturally, a battle the likes of which the student body of Mitakihara High School had never seen in its long history was inevitable when Kyoko had jokingly walked up to Kyosuke and kissed him directly on the lips in front of Sayaka who promptly pelted her with an entire school basket of apples. Kyoko had frozen in disbelief at the sheer waste of food being directed at her. Sayaka had lost any pretense of sanity as she ran out of apples and began throwing oranges instead.

Now, they were locked in combat. Sayaka grabbed Kyoko's long hair and pulled her off balance before the redhead knocked the wind out her attacker with several hard punches to the stomach and tackled Sayaka against a table. The tomboy seized a lunch tray that had been abandoned in the rush to escape the war zone and brought it and all its contents down on Kyoko's head. Kyoko recoiled as she became drenched with ketchup, mustard, and an entire carton of chocolate milk. When she realized how much more food had been wasted, a terrible fury built up inside her and gave her the strength to grab Sayaka by the shoulders and headbutt her, splattering the food onto Sayaka as well.

The impact dislodged Sayaka from Kyoko's frenzied grasp and allowed her to slide onto the floor where she rolled away from her outraged opponent. Kyoko was still having trouble seeing through the various drinks and condiments that were still dripping from her face, but turned towards her downed adversary and prepared to stomp her with as much force as she could muster, the rage fueling her as much as the adrenaline.

Sayaka realized that she was about to be crushed and preemptively kicked out at Kyoko, striking her heel between Kyoko's legs with a sickening force. Kyoko doubled over in agony, clutching at her groin and falling onto her knees. Sayaka picked up the nearest chair to her and raised it above her head, aiming for the back of Kyoko's skull.

"Apologize for what you did." said Sayaka through clenched teeth. "Do it!

Kyoko stared up at her victorious opponent, preparing to wipe her from existence with a plastic cafeteria chair.

"Never."

A whistle blew loudly, startling Sayaka as the cafeteria doors opened and pair of young ladies barely older than them dressed in navy blue security uniforms appeared in the entrance. Before Sayaka could bring the chair down, the pair of security guards rushed her. One of them prying the chair out of her hands and the other forcing her into a pair of handcuffs. Kyoko was also cuffed and the two fighters were dragged from the Mitakihara High School cafeteria as a stunned crowd looked on.

* * *

The Principal couldn't believe her ears when she had been told that a pair of schoolgirls in one of the best schools in the nation had started a major food fight and beaten bruises into each other on the last day of school of all days. The guards arrived shortly, after forcing the pair of offenders under a washroom sink to rinse the condiments and drinks off them.

She lowered the spectacles from her eyes and stared at the two students who still needed the guards to restrain them from attacking each other.

"What do you have to say for yourselves?" asked the Principal, trying to sound stern. Beneath the façade the glare of her spectacles provided, she hated any kind of confrontation, but her job as the Principal forced her to maintain order. No matter how much she disliked the task.

Neither of the girls said anything. They both fumed at each other wordlessly. Their glares unrelenting.

"Well, there are standards at this school. And no one, least of all a pair of fine young women like you two are permitted to use physical violence against one another. I'm very disappointed that you picked the last day of school to make such a display of poor behavior. Your parents will be hearing about this and I expect they'll do more to correct your ways than I could. I could expel both of you, but I don't want to end the year on such a horrible note. Is there anything you'd like to add?"

Kyoko turned her glare to the Principal and growled, "I don't have any parents, you old bitch. Cram it up your fat ass."

For a second, the Principal looked hurt by Kyoko's contempt, but shook her head and said, "I can see that."

The room was silent as the six of them stared at each other, none of them knowing what to say to break the tension. This was exactly the type of situation that the Principal despised. She wanted to be a kind and nurturing mother figure to the students, making it even worse that she couldn't solve the problems that some of her more troubled students had. Hostility was in the air and it wasn't something she was conditioned to confront. She reached for the glass of water resting at the corner of her desk, but paused when she saw it ripple.

In the distance, there was a faint, but distinct sound of glass shattering. The Principal got up from her desk and peered out the window, the breath catching in her throat when she saw an entire skybridge linking two of the main buildings together come crashing down. The floor shook beneath them, causing the two guards to release their prisoners.

Sayaka and Kyoko stumbled to their feet, looking towards the Principal for answers.  
"What's going on?" asked Sayaka. "Is it an earthquake?"

The Principal was speechless, rushing back to her desk, she cowered underneath it.

"That didn't feel like an earthquake to me." said Kyoko, running towards the window. "Something just hit the ground."

She jumped back at what she saw. Dozens, maybe hundreds of white shapes were dashing around the schoolgrounds, jumping through the windows and climbing up the structure of the buildings.

"What the Hell is that?!" asked Kyoko, shocked. "What are those things?!"

Sayaka moved to the window to get a look for herself, becoming equally surprised at the sight.

Windows began shattering and one of the more distant buildings started swaying dangerously. It was becoming clear that the school wouldn't be standing for much longer.

The door burst open, another schoolgirl standing in the doorway. Her flowing and unbraided hair was a dark green color and she stood with a poised stance as she quickly scanned the room and saw Kyoko and Sayaka. She was dressed in a light green fairy-like costume complete with wings and a tiara. A long rapier was sheathed at her hip.

It was Hitomi Shizuki.

"Hitomi?" exclaimed Sayaka. "What are you doing here? What the heck are you wearing? And what are those things? Can you see those things too?"

"We need to go." said Hitomi flatly. "There isn't much time."

"What are you doing here?" asked Kyoko, not passing up a chance to needle the well-known rich girl. "I thought you were still pouting about losing Kyosuke to this tomboy."

Kyoko gestured at Sayaka, smirking.

Suprisingly, Hitomi didn't show any signs of offense or even annoyance.

"Now isn't the time. We need to go. Both of you."

She grabbed Kyoko and Sayaka by the wrists, pulling them out of the room with surprising strength."

"Where are you taking us?" demanded Sayaka, struggling against Hitomi's grasp with little success.

Hitomi didn't answer, darting through hallways, staircases, and courtyards until they arrived at the ground floor near the parking lot. Many of the cars were strewn along the asphalt. Some on their sides, others completely upside-down. Windows were shattered and car alarms were going off everywhere. Ahead of them, around 50 yards ahead, the air appeared distorted. A dark spade-shaped space hovered in the middle of the lot.

Behind them, there was a commotion. The white shapes they had seen from the Principal's office were there with them. They had the appearance of white cats, but had no whiskers and had unnaturally long ears with what appeared to be a metal ring around each of them. The creatures' tails appeared bushy, almost squirrel-like. But their eyes were the most terrifying. A bright, glowing crimson. Red with bloodlust. And they were charging straight for the trio.

Hitomi saw them, but kept her composure. "I need you to run as fast as you can. Your lives depend on it. Don't let go."

She dashed towards the strange space in the parking lot, Kyoko and Sayaka barely able to keep up with her, but forced to as their wrists ached from Hitomi's grip. Sayaka risked a glance back at the things chasing them and quickly wished she hadn't. They had such wicked looking claws and fangs that Sayaka could almost feel them tearing into her.

The white creatures were closing the distance between them and the schoolgirls faster than Hitomi was nearing the distortion. Kyoko and Sakura ran as quickly as they could, their legs fueled by a desperate terror.

Finally, they got to the dark space and Hitomi jumped through, pulling her passengers with her. They felt themselves leap off the ground, but not land on anything inside the void. It was as if they were in freefall. Nothing happened for a second as they breathed a sigh of relief that they had escaped. Then a bright light enveloped them.

* * *

In the realm beyond the mortal world, the Devil herself watched as her creation tore itself apart. Homura Akemi watched in anger as Mitakihara Bridge collapsed and Mitakihara High School was torn apart by a horde of white beasts. Her formally submissive and unresisting slaves. The Incubators.

She looked for her main concern, the pink-haired schoolgirl Madoka Kaname. The one she had taken on the role of the Devil to save. The only reason she continued to exist. But despite her frantic efforts, she couldn't find her.

Madoka was nowhere to be found.

Homura gritted her teeth. Her dark feathered wings tensed. As the creator of the new Universe, she had the power to see everything inside it. No matter where anyone hid. She was the Queen of her world and nothing stood between her and her subjects. But still, Madoka wasn't there. And strangely, neither were any members of the former Holy Quintet, with the exception of Mami who was still in her car just past the bridge. Sayaka and Kyoko were equally absent.

Suddenly, she got the feeling that she wasn't alone. It was just as impossible. No one else had access to her personal space beyond the world of the mortals below. Someone was watching her. And watching the events unfold in Mitakihara.

"Who's there?" demanded Homura. "Show yourself!"

A pair of silver eyes blinked at her from the gloom, their piercing perception matching her frustrated gaze.

The smell of smoke filled the air, drifting towards her with an enveloping speed despite the lack of any wind in her airless realm.

An ember glowed as the figure standing in the obscuring fog lit a cigarette and flicked the lighter shut.

"Bom dia, Senhora. How are you, Homura?" greeted the stranger, as if he had known her for years, a foreign accent from somewhere in the Mediterranean salting his words.

"Who are you and how did you get in here?!" shouted Homura.

"You don't remember me?" asked the stranger, a hint of a sarcastic attempt to feign wounded cordiality.

"I've never seen you before. What do you want?" continued Homura, her impatience only growing.

"To warn you of what's about to happen. The Incubators have no emotions. They are immune to intimidation. Death and pain means nothing to them. All they care about is their mission to keep the Universe supplied with energy in the most efficient means possible. You cannot control them."

"Now." he paused, allowing his preceding words to hang in the silence as he took a long drag from his cigarette, only releasing the smoke in the shape of a group of schoolgirls fleeing from a pack of Incubators. "They are rising up against you. And if you aren't prepared to do what's necessary, they'll win." The figure finished, emphasized his last point firmly.

Homura stepped towards the interloper, making out a pinstriped suit and a long coat alongside a long white scarf. She listened to what the stranger said. Something seemed oddly familiar about him. But where she had encountered him before was vexingly difficult to place.

He dropped the cigarette, the burning paper hissing as he crushed it beneath a dress shoe clad foot.

"In the meantime," he continued, shuffling a deck of cards idly. "They continue to pose a threat to all of us. Not just this city, but the world itself. Imagine the carnage if Walpurgisnacht hadn't been stopped. Or the Witch of your friend Madoka Kaname, Kreimhild Gretchen? There wouldn't be a planet left."

Homura became even more confused. Who was this intruder, and how did he know about those particular Witches? She knew of her own Witch form and had been forced to watch her dear friend Madoka fall into despair and transform into Kreimhild Gretchen enough times to recall its appearance by tortured heart, yet his knowledge of it was unexplainable.

"The Incubators must be crushed for humanity to be free. It doesn't matter how. Our race can never live in peace on its own terms as long as they can infect our daughters with despair and harvest their souls for lifeless energy. This planet belongs to humans, and humans alone."

"But you aren't human, are you?" asked Homura.

"And what are you?" replied the stranger.

One of the cards in his deck began glowing. A bright silver light shining out from the Spade symbol in the middle.

"Someone needs my help. This entire world will soon. Until then, think about what I've said and decide who's side you're on."

He held the card out in front of him, as if posting a sticker onto a wall. The card stayed in place and turned into a dark spade-shaped void, which he disappeared into.

"Adeus, Homura. Lutar com coragem."

Homura darted towards the figure, but he had already departed through the portal. Then she realized that he had left behind one of the cards from his deck. An Ace of Spades.

* * *

Mami cautiously opened the door of her car, which surprisingly wasn't damaged to the point of being jammed and stepped nervously out. The bridge had mostly fallen and police sirens signaled the arrival the city's emergency services. She scanned the area around the car, pointing her pistol awkwardly with one hand. With the oddity of the situation; the strange creatures on the bridge, their sudden spiriting away to safety, and the appearance of the odd man in grey had caused to her to forego questioning the ridiculousness of what she was doing. For all she knew, the whole scene she had witnessed had been a dream and she was still hallucinating from the trauma of the crash. The weapon in her hand might just be a toy. Except it wasn't.

While looking for the creatures on the bridge, Mami neglected to pay attention to her footing, stumbling over a piece of garbage that had been left on the road and pitched forward. Having never handled a firearm before, her pointer finger was securely over the trigger, dangerous as it could fire inadvertently at the slightest reaction. The pistol discharged, a round shiny bullet flying out of the muzzle and into the roof of the tunnel, bouncing around in a shower of sparks. She had been lucky that the pistol wasn't pointed at anyone.

While Mami was hardly familiar with firearms of any kind, she did remember something about early models only having a single shot. She carefully gripped the pistol in both hands and pulled the trigger again, this time aiming at a mound of dirt to the side of the tunnel's entrance. Another shot fired, spraying dirt high into the air. This was something else entirely.

Her heart beating from the excitement of using a firearm, which she realized was illegal anywhere in her country; Mami suddenly remembered her parents and ran back to the car, checking on them for herself. The man in grey from before had said they were fine, but she had to be sure. Reaching into her father's pocket, Mami pulled out his cell phone and dialed 9-11. The phone rang several times before the dispatcher picked up.

"Hello. Mitakihara Emergency Services. Please state the nature of your emergency."

"My parents just crashed their car. They're not moving. Please send help."

"Please state your location and description."

"We're right in front of Mitakihara Bridge, just outside the main tunnel. We're in a yellow car."

"Thank you. An ambulance will be arriving shortly. Please remain where you are."

The phone hung up.

Mami breathed a sigh of relief and was about to get back into the car when she saw something that made her blood run cold. The white creatures from before were running at her. At them. There had to be dozens if not hundreds of them. She froze in shock, not knowing what to do. She couldn't move her parents, and she wouldn't leave them there. The police would take time to get to them. She pulled out the card the stranger had given her. It was a hard and metallic, but flexible rectangle with intricate carvings. The Spade symbol in the middle of the card protruded slightly from the rest of the card and she put pressure on it. The symbol lit up, but otherwise, nothing else happened.

The white creatures were closing the distance. Soon they would be within striking distance. Remembering the gun in her hand, she raised the pistol and fired. The shot missed, but kicked up debris that slowed some of the creatures down. She fired again and again, cringing when she saw one of the creatures take a direct shot to the head and splatter in a red mess. Mami kept going, firing round after round. More of the things were taken down, but more of them kept charging. She was going to be overrun.

Mami stumbled back, realizing that even after surviving a plunge from the bridge, she still might die that day. The white creatures gnashed their fangs and waved their claws as their blood red eyes gleamed at her. She nearly screamed when she felt something grab her shoulder. Turning, she was surprised to see the man in grey from earlier. This time, he carried an odd gun-like weapon held at his side. Mami recognized the pistol grip, drum magazine, and foregrip with a distinctive carved shape from the Thompson submachine gun that appeared often in an old gangster film from America she had seen. But this weapon was a light grey with black Spades symbols all around it, arranged in an elaborate design. And upon closer inspection, it wasn't a submachine gun at all. It was a crossbow.

The man in grey pointed levelled his weapon at the charging white beasts and unleashed a hail of what appeared to be silver arrows tipped with spades. Instantly, the volley of arrows cut down the creatures, skewering some and tearing others up completely. But more Incubators rushed over the corpses of their fallen comrades, and the new creatures seemed just as determined. Without stopping, he continued spraying bolts from the crossbow, waves of albino fur meeting waves of silver darts. Mami had frozen as the man in grey had appeared, but now looked on in curiosity as he gazed transfixed at the bloodied ground in front of them. There was a surprising look of misplaced enjoyment in his bright silver eyes as he mercilessly mowed down the creatures responsible for the destruction of most of the city and undoubtedly everywhere else in the world they had been able to reach. Despite the Incubators' ability to regenerate quickly and mobilize with similar speed, they were unable to maintain their wasteful onrushes and their surge slowed. Nevertheless, their position had been targeted for capture at any cost, and Incubator hordes began appearing from all angles around them, including the tunnel behind them. Just as they were about to be swarmed, he flicked a card from a pocket in his long coat and placed it in the air directly in front of them, creating a spade-shaped portal identical to the one Mami had seen when the car had fallen into the bridge. Instinctively, she jumped through it, entering the weightless, lightless void again.

* * *

Author's Note: If there are any speakers of the language that the stranger uses (I don't want to reveal what it is to avoid spoilers), did I translate his words correctly and do they make sense?


	3. The Incubator Question

**Chapter 2: The Incubator Question**

Madoka Kaname hated loud noises and large wild crowds. The pink-haired girl had been born timid and reserved, with a natural aversion to commotion, especial of the violent variety. Seeing two of her best friends trading blows and beating each other full of bruises in the longest fight the school had ever seen only made it worse. She had known that there wouldn't be a peaceful ending when Kyoko had approached Sayaka's new boyfriend Kyosuke and forced herself on him, leaving him more than a simple peck on his lips. She had seen a type of madness that had never before appeared in Sayaka's eyes as she reached for the nearest object to throw at the girl violating her property and by a terrible misfortune just had to find an apple first.

An apple! If she had found a rock, it might have stopped there, even if she ended up injuring Kyoko more, but if there was anything that would drive Kyoko equally insane, it was the callous waste of food. Especially apples. They happened to be Kyoko's favorite food along with the Pocky sticks she was always chewing on. Kyoko had developed a habit of walking around with one sticking out of the corner of her mouth as if she was smoking a cigarette. Given her reputation, most students were surprised she hadn't already picked up smoking. Ever since she had enrolled at the school, Kyoko had established herself as a rebel against any type of authority. And a particularly poor academic student as well.

Now she was making a name for herself as the toughest bareknuckle fighter in Mitakihara High School. Not even the boys fought with this ferocity. Despite most the students being unaccustomed to physical violence, they had quickly gathered to watch the spectacle with a number of them from all grades cheering on the brawlers. Madoka refused to join them. She wanted her friends to stop fighting, though without throwing any punches herself. Madoka had a visceral aversion to violence. It was never the answer to her and in her heart, hurting other people was always wrong. Even as her friends tore apart the cafeteria in the midst of their battle.

She winced as she saw Sayaka kick upwards sharply and ram her heel directly between Kyoko's legs. Kyoko went down quickly, doubling over in agony and Madoka could tell by her sudden drop onto her knees that it had been a devastating blow. As Sayaka raised the chair over her head and prepared to smash Kyoko into the ground, she started struggling through the crowd with a renewed effort. She hoped that Sayaka wouldn't go that far, but after seeing her reaction to Kyoko's stunt, she wasn't couldn't be sure that Sayaka wouldn't beat her unconscious with the chair.

Luckily, the school's security guards arrived before any permanent damage could be done. Madoka breathed a sigh of relief as she saw the pair of young ladies in navy blue uniforms grab Kyoko and Sayaka to take them to the Principal's office. Maybe the last day of school wouldn't be too bad after all.

It took some time for the raucous crowd to subside, but they did eventually when they realized that their entertainment had just been confiscated. With the spectacle over, Madoka went back to eating her lunch and tried to think the best of the wild situation. As much as she was a pacifist, Madoka was an optimist. There wasn't any point to living with a negative outlook, even if that outlook was more accurate than the positive one. Maybe the Principal wouldn't punish them too harshly on the last day of school.

As she settled back into her meal, something caught her eye. A blanket of white sweeping across the street towards the school. She rubbed her eyes and looked back to see a swarm of ivory-colored creatures advancing on the school. They had the silhouette of a weasel but had rounded faces as opposed to snouts and long floppy ears with bronze rings at the ends. And their eyes glowed with a bloodthirsty crimson hue. Their wicked pointed teeth and hooked claws emphasized their demeanor. These weren't animals of any type she had ever seen before. Though something about them seemed familiar. As if she had known all about them in some unimaginably different time and place.

Other students had seen the creatures as well, some of them standing, while others fumbled for their phones to post the strange phenomenon. Madoka got to her feet and walked towards the sides of the cafeteria where all the creatures had stopped moving and were sitting perfectly still, their red eyes locked on all the students in the dining hall. It was an eerie scene. The normally loud room was silent with the exception of a few students murmuring into their phones about what they were seeing.

Then they attacked. The creatures jumped at the windows, breaking through them, tossing shards of glass over the tables and onto students and their lunches. Shrieks ripped through the air and entire tables were tipped over with hysteric students scrambling over each other to escape. There were more of the beasts approaching from the streets surrounding the school and they were knocking aside everything in their path. Madoka nearly fell backwards as she stumbled away from the onslaught and dashed towards the entrance where most of the students were fleeing.

Madoka turned as white as the creatures when she saw them jumping on a schoolgirl who had stumbled over her shoelaces and tearing into her with their claws, warm blood spilling from ragged gashes. She pumped her legs towards the exit, nearly running into someone who oddly wasn't making a beeline for the nearest exit. The girl Madoka nearly ran into was dressed oddly to say the least. An elegant verdant green gown that matched her hair complete with dragonfly-like wings at the back gave her the appearance of a nature fairy complete with a tiara decorated with bright emeralds. Madoka had to blink to make sure she wasn't hallucinating.

"Hitomi?! What are you doing here? What are you wearing?"

Without answering, Hitomi grabbed Madoka and pulled her out of the cafeteria with an unnatural speed. They flew through the crowd and emerged in a courtyard ahead of the chaos. Madoka stopped to catch her breath. It was all too much. The school spun around her. Hitomi shook her roughly, forcing her back into focus.

"We don't have much time." warned Hitomi. "We have to get out of here now, Madoka. The worst hasn't even arrived yet."

"What?!" replied Madoka instinctively. "Those things back there. . . what's going to happen to the other students? What about Sayaka and Kyoko?"

"Hitomi will bring them to safety, Madokinha." came a voice from the center of the courtyard. "They are in good hands."

A figure dressed in a grey trench coat over a pinstriped suit sat in the bench under a tree near the center of the courtyard, a pure white scarf draped over his shoulders. A silver inlaid sawed-off Winchester 1901 shotgun rested over his knees with his left hand inside the lever-action, while a tomahawk with a blade made of a similar metal lay in his right, held by the top of the axe head so that the shaft pointed forward like a walking cane. He puffed out a large cloud of dark grey smoke from a lit cigarette and drifted towards the pair.

Madoka took in the stranger, noting his odd appearance that made him look as if he had walked out of an old movie devoid of color, though his eyes had an argentine shine that captivated her attention. Something seemed familiar about him, as if she had seen the young man in a dream, or in another time perhaps. He had the appearance of someone who had been sent back in time centuries, only to live forward to the present without aging a single day, except for the loss of any color that the passage of time itself had stolen away.

He approached Hitomi, smiling at the green girl before sheathing his shotgun into a pocket in his coat where it disappeared. Still holding the axe by its head, he handed her an Ace of Spades playing card. "That will point you towards the doorway to the theater. Find them before the Incubators do."

Hitomi nodded. "Sayaka and Kyoko are in the Principal's office on the West side of the school, near the parking lot."

The figure in grey smiled again. "You're doing well Hitomi. Kyubey couldn't have been more wrong when he said you had no potential. I can't stay here for much longer, but I trust you can deliver her friends to safety."

Hitomi smiled back. "I won't let you down." she confirmed. "Thank you so much."

She dashed out of the courtyard in less than a second. Madoka turned to face the stranger, speechless at their exchange. Then unable to stop the deluge of questions from spilling out of her.

"Who are you? What's going on here? What were those things? What's happening to Hitomi?"

The figure pulled out a deck of playing cards from a pocket in his coat. He selected one and pushed it out in front of him. A dark rift in the air opened and expanded to large card spade-shaped portal that was large enough to envelope Madoka whole.

"I'll tell you when you're out of danger, Madokinha."

The darkness and weightlessness within the void unnerved Madoka who was reminded of the sensation of falling in a dream. Inside the doorway was complete and utter emptiness, as barren as the core of a black hole. For a while, Madoka began to wonder if everything she had just seen and heard had just been a bizarre hallucination. There was an absolute silence within the doorway as well, making it impossible for Madoka to even talk to herself. After what seemed like hours, Madoka felt a light breeze in the air, and a return of the gravity she had almost forgotten. The pitch black melted into a bright white that engulfed everything, blinding her.

* * *

Madoka opened her eyes as the overwhelming light faded into a more manageable glow. She was seated in a folding chair in what appeared to be a large theater. The type that Orchestras played symphonies in. She stood up from her chair and gazed around the vast room. Most of the seats were empty, as was the stage.

Then a dark shape appeared on the stage, the same one that the man in grey had conjured in the courtyard. It pulsed for a moment, then a pair of figures emerged. The man in grey and a young schoolgirl only a year or two older than Madoka with blonde curls sprouting out right in front of her ears. She appeared very shaken and frightened.

A second later, another portal spawned on the stage, this time with Hitomi pulling a pair of schoolgirls out. Sayaka and Kyoko. They flopped onto the stage, both exhausted. The man in grey approached Hitomi, appearing to congratulate her on the successful rescue of the two. Madoka ran excitedly down the steps of the theater to the stage.

"Kyoko! Sayaka! Are you ok?" she questioned, worried.

"Do I look alright to you, bitch?" shot back Kyoko irritably. "I nearly got torn up by those things."

"Quit your complaining." scolded Sayaka. "You didn't get a scratch on you. Besides, we're safe now."

"You did well, Hitomi." said the man in grey to the girl in green. "All three of them are safe. And not a scratch on any of them. All in record time, too."

Hitomi approached him and smiled brightly. "I'm happy I could help."

"So who are you anyway and what's going on? What were those things, and why is Hitomi wearing a fairy costume?" asked Sayaka, bursting with questions.

The man in grey pulled the cigarette from his mouth and tossed it to the ground where it dissolved into a cloud of smoke.

"My name is Agostinho Gushiken. I've gained a variety of names, depending on who you ask, but that is the one I was given here on Earth. In this version of it at least"

"What kind of name is Agostinho?" asked Kyoko. "Are you Spanish or something?"

"My father was a Dekasegi. His grandfather immigrated from Okinawa to Brazil a century and a half ago and started a life there. My father decided to migrate to Japan when the country began falling apart. I've never been to Brazil though. The same way you've never been to Korea."

"You're Korean?" asked Sayaka, shocked. "No wonder you're such a delinquent."

"Shut it!" snapped Kyoko, clenching her hands into fists.

"Well that explains why your parents had their own Church. Was your dad an alcoholic welfare leech too?"

"I said shut it!" growled Kyoko, her face reddening to the point its color began to resemble her hair.

Sayaka was enjoying making her newfound enemy angry. And nothing got people as angry as insulting their identity.

"This makes a lot of sense," continued Sayaka. "Now it's not really a surprise why no one liked you. They didn't even know it, but they saw you for the dog-eating Korean garbage you are."

That did it. Kyoko lunged at Sayaka and drove her knee hard into her lower stomach. She had aimed her strike sadistically, meeting little resistance and the entire force of her body crushed itself against Sayaka's unprotected ovaries. The redhead struck vengefully, aiming for every sensitive area on Sayaka's body. She clawed at her eyes, pounded the middle of her ribcage, bashed her throat, and struck her breasts. Completely unprepared for the vicious attack, the blue-haired schoolgirl stumbled back in horrible pain and fell off the edge of the stage, bloodied by the assault. She got to her knees only to vomit out everything she had eaten for lunch. Tears poured uncontrollably out of her eyes.

Hitomi jumped off the stage and held an emerald pendant to the wounded girl, rubbing it over her as Sayaka wet herself out of sheer agony, a warm pool gathering between her bent legs and soaking her knees. After a few passes of the glowing totem, Sayaka appeared to be unharmed, though traumatized and weakened by the beatdown. Hitomi glared at Kyoko.

"What the fuck is wrong with you?!" She reached for the rapier at her side, but the sound of a shotgun action clicking into place froze her in her place.

Gushiken floated down from the stage and gazed at the downed girl.

"You're lucky that Hitomi chose to wish for the power to heal, and luckier still that you chose to insult your friend instead of me."

"That was completely uncalled for." said Hitomi. "You don't attack someone for calling you names."

"You don't desecrate someone's identity and expect them to take it." responded Gushiken. "But I wouldn't expect a bimbo like you to understand that, maybe if you hadn't been a second-rate slut and had a fuller figure, Kyosuke wouldn't have left you."

A look of grief and humiliation flared in the green-haired girl's eyes that was quickly replaced by offended anger. Her hand drew back, preparing to slap Gushiken for the insult, but she stayed her hand when she realized she was only proving his point.

"Hit me if you want." said Gushiken dully. "I would do much worse if I was in your position."

Hitomi looked down in shame, her bangs covering her face as she tried to apologize. "I'm sorry sir."

"You have nothing to be sorry for, Hitominha." replied Gushiken, lighting another cigarette. "I hope you forgive me for saying what I did."

She looked up noticeably less ashamed, "It's alright."

"I've fought against the Incubators long enough to see how they gain by turning people against each other. They knew from the beginning that as long as humans fought each other, they would never challenge them. Don't give them that opportunity."

"What's an Incubator?" asked Mami, who had been silent this entire time. "You still haven't told us what's going on."

"You're right, I haven't." admitted Gushiken. He gestured to the rows of seats. "I'll show you what we're up against."

* * *

They divided themselves into two groups, Madoka, Sayaka, and Mami on the left. Kyoko, Hitomi, and Gushiken on the right. A screen fell from the ceiling above the stage after the curtains drew themselves apart. A countdown with ornately drawn numbers appeared followed by a view of the Earth from space. A narrator began speaking, her voice calm and almost emotionless, young in sound, but older and mature in tone.

"We aren't alone in the Universe. There are many other civilizations throughout space."

A number of different creatures the girls had never seen before flashed across the screen, stopping on the animals that had attacked the school.

"One of them took an interest in us. They called themselves the Incubators. And they viewed humans as nothing more than a resource."

Mami watched intently, something seemed very familiar about the voice.

"You see, there is only so much energy in the Universe. And when it's all used up, everything will die. But the Incubators found a way around that."

The screen showed Incubators throughout history, approaching young girls and appearing only to them.

"They discovered that the power of emotions, especially that of young women had a nearly infinite supply. They made "contracts" with the girls, offering them a wish in exchange for powers contained inside a totem called a Soul Gem and a duty to fight creatures called Witches."

Mami's breath caught in her throat as a gigantic caterpillar-like creature with batlike wings and razor-sharp teeth emerged from a doll in what appeared to be a room made of candy.

"These Witches were dangerous beasts that were born from curses. They hid inside bizarre dimensions called labyrinths and created misfortune in the people they encountered, sometimes even causing death. Magical Girls fought them to the death for their Grief Seeds that gave them extra power. When they weren't fighting each other."

Kyoko and Sayaka appeared, dueling with a spear in cutlass in an alleyway. A dark tear-dropped object was placed next to an amber-colored Soul Gem and purifying its murky color.  
"But that wasn't the worse part."

Mami nearly fainted when she saw the creature rushing a girl who looked strangely like her and biting all the way around her head with a pair of immense jaws.

"The cruelest twist of fate was that the Witches were nothing more than Magical Girls themselves. Or more importantly, Magical Girls who had succumbed to despair. When the magic in a girl's Soul Gem ran out, they would transform into the same Witches that they swore to fight against. Their souls were contained inside the Gem itself. And whatever happened to the Gem happened to the girl."

This time it was Sayaka's turn to be shocked as she saw herself collapsing after Madoka threw her Gem off a bridge. The screen then showed Sayaka sitting in a train station turning into a monstrous mermaid-like creature as her Soul Gem turned a pure black.

"When the Magical Girls lost their hope and became Witches, a tremendous amount of energy was released, a source of energy that the Incubators could harvest. This was their scheme and they justified it by claiming that Magical Girls had a "choice", but that was only because they didn't understand what they were agreeing to. The Incubators blamed the girls and said that they would have known if they had asked."

"I was one of those girls. And I was saved by another Magical Girl named Madoka Kaname."

Madoka gasped. She saw herself dressed in a cupid-like dress with a long bow.

"But she seemed to be cursed. She would be killed no matter what I did. No matter how many times I used my powers to travel back in time to rescue her."

The screen showed Madoka being killed by a gargantuan Witch made of spinning gears and surrounded by a circus. Another scene showed her turning into a Witch herself as her Soul Gem became corrupted.

"Again and again, she perished, until I tried to stop her from becoming a Magical Girl in the first place. But I failed to do even that. She made a deal with Kyubey. To forfeit her existence and re-write the Universe itself. To free the world of all Witches, making Magical Girls disappear instead of turning into them. She became the Law of Cycles, a concept that allowed dead Magical Girls to be free."

"But this new world was not to be. I foolishly told the Incubators about the old system with the Witches and they imprisoned me inside a dream world. They wanted to test the efficiency of the Witch system I had described to them. I unconsciously created a world where everyone could be happy. I was on the verge of becoming a Witch myself, with the city itself as my labyrinth. But Madoka rescued me again. And I re-wrote the Universe. This time with the Incubators working to create energy for all of us. I erased all your memories, I took away your powers, and wiped your true selves away. This was the only result that would satisfy me. I would settle for nothing less, no world where Magical Girls gave their souls to thankless Incubators would ever be right, and no one should ever have to remember it."

A girl their age with beautiful flowing raven hair and long feathered black wings that appeared integrated into her diamond-patterned dress appeared on the screen.

"My name is Homura Akemi. You may think of me as the Devil for what I've done, but I will do anything to keep Madoka Kaname safe. Anything."

The screen faded to black and the lights turned back on. Gushiken stood up from his seat and addressed his audience.

"Now you know who you are and what this world has come to. These Incubators see us as lower than cattle. Homura wanted to keep them in their place, creating energy so we don't have to, but this cannot last. They are an emotionless, soulless race and the only reason they exist is to carry out their twisted mission to keep us producing energy for them forever. Now, they're rebelling, the way Homura did against them, and like them Homura won't win because she needs them for her plan. She only cares about Madoka. But she didn't think far enough to care about how the Incubators would stay in their place."

Kyoko rose and approached Gushiken.

"What are we going to do? They're going to destroy everything."

Gushiken lit another cigarette and walked to the top of the steps, gazing down at the former Magical Girls.

"I can deal with them. But I'll need your help."

* * *

Author's Note: In retrospect, I've noticed some parallels between Agostinho Gushiken and other fictional characters that I must have woven unconsciously into his character design. Does he remind you of anyone in particular?


	4. Flame and Smoke

**Chapter 3: Flame and Smoke**

Homura Akemi had seen enough, and with a flap of her great dark wings, she descended from her ethereal realm and plummeted to the city below. She circled above the chaotic mess below, settling on the tallest building in the city, Mitakihara Tower. The Ace of Spades card in her hand was glowing a bright silver. She was close to wherever he was.

With a sudden plunge, she accelerated towards the roof of the tower and landed with an impact that her slender legs shouldn't have been able to withstand, but did anyway. She stood up, breathing hard from the exertion. It was tiring for her to fly in the mortal realm. Ever since the initial attack on the bridge and the school, she had a noticeable difficulty in using her powers. She was tied to the Universe after all. And the Universe was powered by the same beings who were in revolt.

"Miss Akemi." greeted a high voice. "It's good to see you again."

Homura glared at the source of the words. A lone Incubator was perched on a ventilation fan and regarded her smugly. Kyubey.

"Who do you think you are?" growled Homura, a terrifying anger bleeding through her words. "I rule this world. Who do you think you are to tear it up? And what have you done with Madoka Kaname? I swear if you've harmed her, I'll make you wish your species never existed!

"Madokinha lies beyond their reach, Senhora." came another familiar voice. "No matter where their claws slice and their teeth bite, they will not find Senhorinha Kaname."

They turned to see Gushiken sitting at the edge of the skyscraper, puffing another cloud of smoke into the city sky. His silver eyes glowed as brightly as the card. They saw everything and missed nothing. He wasn't alone, however. To his right and left, there were a pair of figures dressed in dark robes. They had long leather boots and wore wide brimmed hats over masks that resembled a crow's face. Altogether, they seemed eerily reminiscent of plague doctors from the Middle Ages. Both carried a silver-bladed scythe as long as they were tall. Neither of them moved.

"And who are you?" asked Kyubey. "I heard someone had captured all the Magical Girls in this city. Was it you?"

"Captured?" the grey man smiled with an amused grin. "Você é muito engraçado, Incubadora. Hilarious for a creature with not a shred of emotion. I "captured" them so your hordes would not. My name is Agostinho Vincenzi dos Palmares Gushiken. You attacked my city. Devour the tainted fruit you have sown."

"You're Portuguese?" asked Kyubey. "But with an Okinawan surname. Was your father a Dekasegi?"

"He was." answered Gushiken. "Are you Kyubey? All you Incubators look the same."

"I am." replied Kyubey. "I've never heard of you before and my Incubators have colonies all in all the major galaxies. How did you get your powers?"

"Would someone with my abilities be easy to track?" asked Gushiken with a humored tone. "I can cross dimensions as easily as your ships can cross galaxies."

"I see you brought some friends." continued Kyubey, not answering Gushiken's question and examining the strange attendants standing at attention behind them. "Were you afraid you were in danger of being captured? Or are you planning something?"

"How do you plan on catching smoke, menino branco?" asked Gushiken.

He walked up to Kyubey and slapped his hand at the creature. Kyubey flinched, but Gushiken's hand went straight through him, appearing on the other side as if Kyubey had walked through a smoke cloud.

"Is this the best the Incubators can offer?" taunted Gushiken.

The Plague Doctors tensed when they saw Gushiken slapping Kyubey. They raised their scythes, but Gushiken quickly turned back at them and said something in a bizarre dialect that resembled crow calls mixed with grinding noises. Both figures lowered their weapons.

"I've learned that you can never be too careful when dealing with Incubators and Magical Girls." explained Gushiken. "They're very protective of me, so if you try to take me, they'll slice you apart. Believe me, nothing can stop their scythes."

"What have you done with the girls?" asked Homura. "Are you the reason I can't find Madoka."

"Madoka Kaname, and her friends Sayaka and Kyoko are under my protection. As is Mami Tomoe, but they aren't the reason we're here, are they?"

"Not at all." answered Kyubey. "We're here because Homura is dooming the Universe to die. My race cannot possibly harvest all the energy needed to keep everything alive. Without Magical Girls, the Universe will run out of energy. The emotions of humans are the only limitless source of energy that we can use."

"Then I'll make you work harder." retorted Homura, becoming more agitated by the moment. "You will never make another contract and doom another girl to despair ever again!"

"Are you willing to make the Universe suffer for your sentimentality?" questioned Kyubey. "What are the lives of a few girls when compared to everyone? All the people on Earth and beyond? You humans always miss the big picture."

"And you oversized ratos don't see a speck of it!" retorted Gushiken, his voice darkening. "I've never understood why an emotionless, soulless, joyless race like yours has any concern about whether they live or die. Why do you care? Your entire existence is based on leeching off of living humans like me to perpetuate your robotic "lives". What business do you have stealing from us?! What do the rest of us gain from your "contracts"? Every time you create a Magical Girl, you place the entire planet in danger and you know it. What do we gain from the sacrifices of those girls? Why are primitive races living on the edges of the Universe entitled to what we create? If humans are the only race capable of emotional power, then I say it belongs to us and us alone! Even the most emotionally detached autist in the world has more of that power than all of you albino vermin!"

"There's no need for insults." replied Kyubey without a hint of offense. "We want the best solution for everyone. You're acting very irrationally. Think about how your race harvests cattle. The cattle are far better cared for than animals living in the wild. The arrangement is mutually beneficial for both parties."

"WE ARE NOT CATTLE!" shouted Gushiken, causing Homura to recoil back in surprise. "We don't farm cattle because we care about the wellbeing of livestock. We farm them because we desire their meat and their milk. And if they're better cared for than wild animals, it's to produce better meat and more of it. Not because we care about animals dying and suffering in the wild. I thought you Incubators were supposed to be intelligent."

"Then explain why we are so much more advanced than your race." argued Kyubey. "You humans were living in caves when we found you. Without us you would still be hunting animals with spears just to survive. We brought civilization to you."

"You built nothing but a system to benefit yourselves." returned Gushiken harshly. "If humanity became happier by your actions, it was only to make the despair even more severe and the energy you harvested even more profitable. Living as a slave in a gilded cage is for spineless worthless cowards who deserve to be crushed out of existence. A primitive world run by humans is a better truer world than one built on artificial civilization bartered with innocent lives. But still, your entire race was outsmarted by a 14-year old girl. Tell me again how you believe you're superior?"

Homura smiled slightly at his reference to her triumph over the Incubators. His speech was captivating in its tone, but something worried her. How far was Gushiken willing to go?

"So what is it that you want?" asked Homura, addressing Gushiken for the first time.

"I want every last Incubator to pack up and go back to wherever they came from. And to never come back ever! This planet is the sacred homeland of the humans. Not Incubators. And not anyone else."

"The Incubators deserve to suffer for what they've done. I'm not letting them go." said Homura firmly.

"I also want you to step down from your position as Queen of this world or whatever it is you call yourself." continued Gushiken without pausing. "Let me take your place and there will be no more bridges falling down. No more schools overrun with Incubators."

He paused for a second.

"No more claws and teeth seeking Senhorinha Kaname."

"I won't." uttered Homura. "You have no idea how I suffered. What I sacrificed for Madoka. Give her back to me."

"I won't either." refused Gushiken in turn. "Your management of this world nearly allowed the Incubators to claim her as their prize. She's a beacon of hope for everyone who knows about Kyubey and his race, and I care about her just as much as you do. You can see her when you step down from your throne."

"It seems," said Kyubey. "That we cannot come to any type of agreement. We'll have to fight each other for control."

Gushiken smiled, "I can agree to that."

He flicked a card out of his sleeve and created another spade-shaped portal, beckoning for his Plague Doctor attendants to enter first. He puffed the last of his cigarette and drew another card, also an Aces of Spades. He tossed it to Kyubey.

"That's for contacting me if you change your collective mind. Adeus."

He brushed the white scarf at his neck lightly to the side so it fluttered in the breeze. With that he stepped into the portal and vanished off the roof of the skyscraper.

* * *

"Alright girls. Are you ready for your first lesson?"

Hitomi addressed her audience of Mami, Madoka, Sayaka, and Kyoko from the stage. The four had been tired after their narrow escape from the Incubators the day before and retired to bedrooms that seemed impossible to tell apart from their own in Mitakihara. Whether it was night or day was even more impossible to tell. The theater that strongly resembled the one Kyosuke played his concerts at was in a disconnected alternate reality with different doors on the same floor leading to balconies high in the sky and others to dark basements. One even appeared to lead to a ship drifting in the middle of the ocean.

The advice Hitomi gave them was to think of the place like a building in a dream. Not bound by any laws of physics or logic for that matter. When Madoka had asked about what would happen to their families, Hitomi assured her that Gushiken had placed the homes of the girls' families under some type of dimensional barrier that prevented the Incubators from overrunning them.

Kyoko had apologized to Sayaka on the condition that she never degrade her race again. Hitomi had threatened to leave Kyoko at the mercy of the Incubator hordes if she didn't. Ironically, Hitomi didn't seem to care about her unsuccessful attempt to court Kyosuke. All she seemed to care about was working for Gushiken.

"This is a Soul Gem," she explained, holding up the emerald pendant she had used to heal Sayaka earlier. "It holds a Magical Girl's power. You will each have a unique ability attached to your Gem. Mine is the power of speed. I can run faster than seconds can tick by and speed up healing. I can make plants grow faster or slower. Your power will have many implications, so choose wisely."

"Are our Souls going to be trapped inside those?" asked Mami, remembering what she had seen in Homura's memories.

"No." answered Hitomi. "Gushiken isn't an Incubator. He hates them and wants human souls to stay inside human bodies. However, I should warn you that much of your life force is contained within the Gem. If it runs out of energy or gets damaged, your chances of survival are slim to none."

"Do we have to make a contract?" asked Mami.

"Again, no." replied Hitomi. "I don't believe Gushiken can grant wishes the way the Incubators could and even if he was able to, I don't think he would approve of people using their technology in that manner."

"How did he get his power?" asked Kyoko. "I mean the movie showed the Incubators making contracts with girls. Not boys."

"I don't know how he got his powers." admitted Hitomi. "No one really does. Except him and he doesn't want to talk about it. But it might have something to do with where he came from. The Incubators aren't from Earth, but Gushiken might be from somewhere else altogether."

"So he's from another dimension or something?" asked Sayaka.

"Something like that." said Hitomi. "It would explain how he's always teleporting around."

"I wonder if they're all as good looking as he is wherever he's from." commented Kyoko.

Everyone turned and stared at her. Kyoko stared back at them.

"What? I bet Hitomi's chasing him because she couldn't get Kyosuke."

"He helped me when I needed help. Returning the favor is the least I can do."

"Is that the only type of favor you're giving him?" asked Kyoko, licking her lips and poking her tongue against the inside of her cheeks suggestively.

"That's uncalled for." said Mami. "We're all under attack from those Incubator things. If we don't work together, they'll kill us all."

"Yeah." added Sayaka. "With that attitude, you'll be the first to die."

"They won't kill me." replied Kyoko. "I saw the footage. Without Homura's help I would have killed you in the alley. I was badass back then."

"And I beat you in the cafeteria." shot back Sayaka. "They won't kill me either."

"You only won because you hit below the belt. The next time you try that I'll stomp you so hard you'll be coughing up your monthly cycle."

Mami turned to Hitomi. "What's the first step in making your Soul Gem?"

"You imagine yourself as a Magical Girl. Your power, your weapon, your outfit, everything. Then you focus on what defines you. I chose speed. You'll have to decide what you want to represent yourself. Then you'll have to swear your oath before Gushiken?"

"Oath?" asked Mami. "I thought we didn't have to make a contract."

"It isn't one." answered Hitomi. "You don't get a wish. But once you become a Magical Girl, you can never stop being one. Not until you die."

"What's the oath?" asked Mami.

"I swear by my own soul that I will fight and die to defend the planet Earth as the sacred homeland of the superior human race, preserve the equality and unity of all humans regardless of birth and position in society, and maintain the dominion of humans over all other beings. May I be condemned to an unending agony if I break my oath."

"I like it." said Mami. "It's perfect. Humans protecting each other no matter where they're from or what they look like."

"I know." said Hitomi, smiling.

Kyoko and Sayaka had stopped fighting and were refusing to talk to each other, much to Madoka's relief. Madoka looked up from her phone.

"I wrote down the oath." said Madoka. "I'm ready to take it."

She texted the long oath to the other three girls and they took their position in front of Hitomi on the stage to begin their transformation. After a few rehearsals, they said the oath in unison.

Mami concentrated intensely. She imagined herself the way she had seen herself in the footage of Homura's memories. A yellow skirt with pinstriped stockings. A tight white corset and a brown cap with a feather in the side. An entire line of loaded muskets ready to fire at her command. But most importantly, she focused on what would define her. Unity. Staying together with her friends. Standing together against the terrible Incubators as a single united force. Tying together people who were being torn apart from each other.

All around her, there was a golden light that was filled with a joyous singing in some strange language. She made out some of the lyrics

 _Solti ola i_

 _Amaliche cantia masa estia_

 _E sonti tolda i_

 _Emalita cantia masta estia_

The words filled her with hope and she soared to new heights. Her muskets twirling around her like the ribbons that made them up.

She had become a Puella Magi. A Magical Girl.

Mami examined herself. She was just the way she had appeared in the footage to the slightest detail. Around her on the stage; Madoka, Sayaka, and Kyoko had also transformed. Madoka was dressed in her cupid-like ballet dress with a long bow. Sayaka had a cape and sleeveless dress along with a razor-sharp cutlass sword. Kyoko had a cherry-colored dress and a broad headed spear that split into several sections with a heavy iron ball at the back end. They had regained their former powers.

Hitomi walked around, noting the new Puella Magi.

"You've all transformed well." she commented. "But you'll still need training to regain your former strength."

"I'll be looking forward to that." laughed Kyoko, hefting her spear and eyeing Sayaka.

* * *

The Moon always had a certain look to it. No matter what phase it was in, it always had the same pattern of dark and light on its round face. This was due to it rotating in the same direction as its path around the Earth. It never showed an entire half of its surface to those watching from Earth.

Making it the perfect place to build a hidden base.

Gushiken had taken the liberty of creating a settlement the likes of which the most ambitious astronauts could only dream of. It was less of a temporary base and more of a metropolis. Smoke poured into the artificial air from thousands of chimneys on the hundreds of buildings lined neatly in a row. Overall, it resembled a Western city at the peak of the Industrial Revolution. There was a Gothic aesthetic to the design along with a more modern flair in some of the larger buildings.

It was a very different type of city from any that had existed throughout history however. Other than it being the design of a single entity, it lacked a single human except for its creator. But the streets were far from empty. The streets were bustling with things that outwardly appeared human, but weren't. The Plague Doctors that Gushiken had brought to his meeting were there, marching up and down the streets. Their dark cloaks melded with the ashes falling constantly from the sky. Most of them carried silver-bladed scythes, though some larger and higher-ranking ones held medieval-looking longswords. Some of them held leashes that restrained vicious looking dog-like creatures. They all had coal-black matted fur and ruby-colored eyes that sparkled in the dark. Every Hound was heavily muscled, with shining fangs that appeared to be machined from hardened steel. As they panted, flames danced out of their mouths and their barks had a metallic tone to them.

Patrolling over the city in numerous hot air balloons and steampunk looking vehicles were odd beings that resembled humanoid playing cards. They were arranged in different units and ranks based on their suit and number. The leaders having the Ace of Spades. Most of them carried long halberds complete with sharpened spikes and wicked hooks. A few were equipped with crossbows that could be fired many times with a complex gear system, their arrows held inside boxes at the top of the weapon.

But the most numerous of the beings in the dusty streets were unnervingly human in appearance. They were no more than four feet tall and looked like a cross between a child and a doll. Instead of eyes, they had colored buttons and in place of mouths, they had something that resembled stitching. Their clothes seemed to take inspiration from 18th century Europe. Formal overcoats and tricorne hats for the males and long traditional dresses and bonnets for the females.

The Dolls did the manual labor of the city, moving bricks and burning coal in massive furnaces. They coordinated their efforts with an odd dialect that resembled no language on Earth and was almost too high and rapid to be perceptible.

Gushiken watched the unearthly display below him, proud of his work. Creatures from other galaxies and dimensions that no one on Earth knew anything about. All gathered on the dark side of the Moon. Homura might have been the creator of the Universe, but her lack of understanding regarding the scope of her powers had left plenty of blind spots including this one.

She definitely hadn't thought to look in other dimensions. After all, Gushiken's inability to stay within the same dimension that Homura had created for too long had enabled him to remain undetected. Despite being able to create his own pocket dimensions the way the Witches had, he was unable to leave them indefinitely. But that was changing. The more time he spent outside of them, the longer he could stay in the mortal plane. Once he reached a certain point, he would no longer need to recharge his energy by leaving to another dimension.

As Gushiken settled in his desk within the large penthouse room in the city's central gothic skyscraper, his gaze settled on a framed picture at the corner. It showed a middle-aged lady with long silky dark hair and indigo eyes.

"If only you could see me now." thought Gushiken as he lit another cigar and blew the smoke into the shape of a young girl with flowing hair and great feathered wings.

* * *

Author's note: This was a mild edit. Gushiken's full name is Agostinho Vincenzi dos Palmares Gushiken, the revised name flowing a bit better and reflecting the character's background as a mixed Italian-Portuguese Brazilian Japanese among other parts.


	5. A Theater of War

**Chapter 4: A Theater of War**

Hitomi drew her rapier, a long slender-bladed weapon tapering to a needle-like point. Its edges were sharp enough to slice deep into its targets despite the thinness of the blade. The hilt was an intricate basket guard complete with emeralds that matched those on her dress and her Soul Gem. She flicked the blade around, entering a fencing stance, the tip ready to deflect incoming attacks and impale her opponent. In her other hand, she had a matching dagger, its handle equipped with a pair of quillons that would allow her to trap another sword while she dealt the death blow with her main weapon.

She stood before Sayaka, Kyoko, Mami, and Madoka in a vast amphitheater. Gushiken sat on one of the lower seats, watching the training.

"Alright everyone. This arena will disable any type of permanent or fatal injuries. You will be able to feel pain, but nothing that will last. Madoka and Mami. You'll be practicing marksmanshp over there from behind cover. Sayaka and Kyoko, you'll practice hand-to-hand fighting with me. Are there any questions?"

Kyoko raised her hand.

"Yes Kyoko?"

"Do we get to fight him?" she asked, looking at Gushiken who had appeared next to Hitomi without any obvious movement.

"As long as you do your best to kill me." answered Gushiken with an approving smile, the hooked blade of a tomahawk barely noticeable from within the right side of his coat.

"You can fight him after you demonstrate your skills with me." growled Hitomi, staring at Kyoko intently.

"Then I'll leave you ladies to tear each other apart." said Gushiken, floating back a few feet.

He watched as Madoka and Mami trained near the left side of the circular arena, rolling around boulders and fake buildings firing their weapons at each other. Madoka seemed reluctant to fire a lethal blow even though she had several major openings. Mami was learning how to use her muskets quickly. She leapt across an alleyway and unleashed a burst of fire towards Madoka with several muskets, each firing sequentially to compensate for their single shot capacity. The volley of ornate bullets forced her opponent to duck behind a corner. Mami kept running at Madoka, firing rounds to keep her behind cover and struck hard with the stock of her musket, sending Madoka flying backwards. Madoka fell onto her back and Mami pointed the pistol that Gushiken had given her in Madoka's face. The defeated Magical Girl threw up her hands in surrender.

Gushiken approached Mami and lifted the pistol away from Madoka.

"That was a perfect execution of suppressing fire. Where did you learn that?"

"I just did what came naturally." answered Mami. "I saw that she was afraid of the bullets and used it my advantage."

"She's right. That was scary being shot at like that."

"You could have shot her back at least four times." pointed out Gushiken. "Why didn't you?"

"I don't like killing." she answered. "Especially not people."

"You'll have to be able to." said Gushiken. "The Incubators have no problems with killing you, Mami, Sayaka, your family, any human. They care less about your life than an exterminator cares about the lives of ants. They see us as inferior beings, and we should view them the same way. There is a time for compassion and a time for restraint. But not on the battlefield."

"I understand." said Madoka.

"Next time she presents an opening, shoot her dead." advised Gushiken

"I'll do my best." promised Madoka.

He turned back to Hitomi. She was teaching Sayaka and Kyoko weapon stances, blocks, and offensive techniques. Kyoko was re-learning her old skills rapidly. She twirled her spear and spun in the air, ending in a lightning fast jab at her target. Sayaka was also picking up her cutlass skills. With a flutter of her cape, she slashed downwards and cleaved a wooden target into a pair of vertical halves. They turned towards each other, but Hitomi broke them up. Gushiken saw her challenge Kyoko to single combat, and the redhaired hothead accepted instantly. Glancing back at Madoka and Mami, he saw the pink cupid strike her musketeer opponent with an arrow right on her trigger hand. He smiled. She had incredible skills, but an enormous value of life as well.

Hitomi drew out her sword as Kyoko lowered her spear, the two Puella Magi circling each other and watching for an opening. Naturally, Kyoko struck first, her spear speeding towards Hitomi who effortlessly stepped aside and whipped Kyoko across the back with her blade. Kyoko skidded to a stop and swung her spear, hoping to slash Hitomi with the edge, but again, she dodged, ducking under the blade and slicing Kyoko in the knees. From these simple clashes, Gushiken could see that Kyoko had strength and aggression, while Hitomi relied on her speed and skillful finesse. So far, Hitomi was winning. Kyoko wasn't able to score a single blow on her more nimble opponent and was bleeding everywhere from Hitomi's harassing cuts.

Hitomi was toying with her. Purposely showing her superiority and humiliating her. And it was only making Kyoko angrier. Her spear thrusts gained more and more energy, making it harder for Hitomi to parry them. Kyoko had also begun to adapt to Hitomi's superior speed, and after she parried aside one of Kyoko's stabs, she reversed the spear and jabbed the butt into Hitomi's chest, knocking the wind out of her. This time it was Hitomi's turn to be angry. She relentlessly flayed Kyoko with her rapier, though she was having less success than before. Finally, Kyoko slowed from severe exhaustion, giving Hitomi the opening to run the blade of her dagger through her opponent's left knee.

The strike threw her off balance. Kyoko collapsed and Hitomi stuck the point of her rapier beneath Kyoko's chin. Hitomi smirked at Kyoko and looked down at her fallen opponent.

"It looks like you have much to work on." taunted Hitomi. "Maybe one day you'll be half as good as I am."

Kyoko had been defeated yet again.

Or had she?

With a sudden dart of her hand, Kyoko grabbed Hitomi's rapier, oblivious to the razor-sharp blade slicing through her palm. Hitomi tugged at her weapon, but to no avail. An ominous grin appeared on Kyoko's face.

"My turn, cunt."

Kyoko pulled the blade towards her hard enough to force Hitomi off balance. With her other hand, she seized the spear she had dropped earlier and plunged it through Hitomi's heart. The wide blade exited out of the green haired girl's back with a jet of blood and Hitomi fell backwards, the tip of the spear penetrating the ground beneath her and suspending her impaled body. Kyoko released the rapier Hitomi had dropped, gritting her teeth and clenching her hand to stop herself from crying out in agony.

Gushiken walked up to the "dying" Hitomi and stared down at her for a few seconds. He sighed and yanked the spear out of her chest as the wound vanished and all signs of her injury became nonexistent. She gasped a few times and stood up.

"That was incredibly stupid," scolded Gushiken, pulling her to her feet. "You never let your guard down just because your opponent is on the ground. The Incubators will do the same to you, to make you believe that you've won. Then they'll tear you to shreds. Don't give them that."

He turned back to Kyoko.

"Do you usually smile in the face of death, Kyokaõ?"

"Once someone pisses me off enough, nothing can scare me. I hate it when anyone tries to step on me because they think they're better than me."

"I completely understand. If they won't approve of you, make them fear you. I wish everyone had your spirit. Because if they did, we would never have been enslaved in the first place."

Kyoko beamed at Gushiken, her expression had never appeared more positive in all the time the other Magical Girls had seen her. Not even when she had just gotten a full basket of fresh apples. Gushiken reached inside his coat and handed her a large shiny red apple, freshly picked and completely flawless. Kyoko's eyes widened further as she accepted the fruit of her dreams.

They walked away from the arena, talking about something that only they would understand. Hitomi watched them leave and caught a glimpse of Kyoko slipping her hand into Gushiken's. She hadn't gotten as much as a goodbye.

Hitomi walked away from a stunned Sayaka over to where Madoka and Mami were practicing just in time to see Madoka shoot the musket out of Mami's hand with a precise arrow and fire another arrow that pinned Mami to the wall by her skirt. However, Mami drew the pistol Gushiken had given her and leveled it at Madoka. Both of them had their weapons trained on each other. Hitomi stabbed her sword into the ground, catching their attention.

"It's a stalemate." she declared, her voice shaking. "You're doing well, keep up the good work."

"Thanks," said Madoka. "It isn't easy, but I think we're getting better."

"Yeah," added Mami. "I think I'm getting the hang of thi-."

Hitomi was already hurrying away, her face buried in her hands.

* * *

Homura soared above Mitakihara, her wings throwing enormous gusts of wind at the streets below. Incubators were everywhere, climbing over cars, scaling buildings, and even forming living bridges across the river. She remembered her battle with the Incubators just before adopting her devilish form. With an entire army of familiars, she had almost been unstoppable. But she was no longer a Witch. She hadn't tried to summon the old familiars, as she hated to think that she had almost become a Witch permanently. Homura contemplated freezing time to attack them, but realized that it was pointless. She was far above them and immune to anything they could throw at her. Besides, time stopping took energy and she wanted to spend all the energy she had tearing into the vermin who had dared to defy her.

The Incubators had taken control of most of the city. They marched boldly in orderly lines going on for miles. In the perfect formation to be mowed down. The dark-haired girl opened her "hammerspace" and selected a pair of M249 SAWs. With a light machine gun in each hand, she flew towards the roads, strafing the thousands of Incubators with gunfire. The bullets rained down like a hail made of solid lead. A rain that shredded the weasel-like aliens into piles of fur and blood. Any cars that hadn't already been toppled over were transformed into heaps of burning metal instantly.

They were dying by the thousands, but there must have been millions. As soon as a thousand of them died, ten thousand more swarmed in to take their place. Even with an entire arsenal full of machine guns and full belts of ammunition, Homura couldn't shoot them all. Regardless, she reloaded and started firing again, this time throwing grenades between bursts of gunfire. The destruction on the ground increased tenfold, but still, the swarms showed no signs of clearing. Frustrated, she reached for the RPGs and anti-air missiles in her inventory.

The explosions destroyed hundreds of thousands. The smoke blossomed over the strike zones, obscuring the vision of its destruction, but it was clear that the high explosives had some effect. However, some of the buildings were crumbling. The blast had damaged their foundations and it was only a matter of time before even the largest buildings in the city started to collapse. If she kept up the barrage of missiles and rockets, there would be few if any survivors. Homura watched the sea of Incubators, noticeably smaller than it was before, but steadily growing. It could take decades, but she would put down their rebellion eventually.

Before she could start another air raid on the Incubators, a sudden change in the atmosphere threw her off guard. The entire city seemed to be blurry. Odd shapes were popping in and out of existence, giving the whole phenomenon an abstract and surreal feel. All around her were what appeared to be pill bottles hovering in place. Hospital beds falling from the sky. There were strange runes shifting in and out of existence, moving across the air as if the world had suddenly been reduced to two dimensions. Bizarre creatures that had the appearance of gumballs with legs marching back and forth. The city was changing too. Some of the buildings had turned into giant beds of roses. Others had turned into enormous cakes. Lamp posts had turned into candy canes. Homura had been drawn into a Witch's labyrinth.

Up ahead of her, seated on a throne resting on what appeared to be a massive stalk of licorice was a magenta colored doll with black and red dots. As she flew closer, the doll split open and a terrifying caterpillar-like creature emerged, it's teeth razor sharp and mouth as wide as a large tunnel. It was the witch Charlotte. Instinctively, Homura opened fire with her Beretta M9 as she had run out of ammunition for her machine guns. The bullets struck the monstrosity, but had no effect other than irritating the beast. Homura fled, with the winged Caterpillar in hot pursuit. Her wings carried her away from the monster, but she was tiring quickly. The monster kept gnashing its fearsome jaws, getting closer painfully slowly, but surely.

Despite being the Goddess of Mitakihara and the new world she had created, Homura was terrified by the creature. The Incubators had managed to create one of their Witches inside her world, so perhaps she wasn't as firm in her control as she thought. She turned sharply, hoping to throw off Charlotte, but the Witch snapped at her, grazing one of her wings. Improvising, she drew a pipe bomb and tossed it at the beast, the explosion slowing it down, but not enough to compensate for Homura's growing fatigue. They circled around the candyland, under bridges made of chocolate, and through skyscrapers made of stacked cinnamon rolls. Charlotte was devouring everything in sight. Yet out of all the sweets, it seemed to be saving Homura for its last course. Behind her, the behemoth widened its jaws to devour Homura. A haunting chorus of voices followed them, goading on the creature to chomp Homura into a grisly meal.

 _Käse, Käse, wo ist die Käse?_

 _Käse, Käse, will ich hin!_

 _Käse, Käse, bitte einmal Käse_

 _Käse, Käse Zug nach Käse_

 _Bitte nach Käse_

 _Schnell nach Käse_

 _Zug nach Käse_

 _Käse, Käse_

 _Ich will Käse_

 _Zug nach Käse_

 _Käse, Käse_

 _Zug nach Käse_

 _Käse, Käse, wo ist die Käse?_

 _Käse, Käse, wo ist die Käse?_

 _Käse, Käse._

Homura was gasping for breath. She couldn't have been in flight for more than half an hour, but it might as well have been days for her. Charlotte was moving in for the kill with the assured slowness that a shark had when it circled its squirming prey. The dark-haired angel felt her wings stiffen and flutter to a stop as she began to fall towards the dessert-strewn landscape below. She plummeted and the pursuing Witch dived after her.

She had the sudden desperate thought of slowing down time to make a narrow escape, but it was out of the question. Stopping time took immense amounts of energy, energy that she had long since depleted. Her death had finally come at the hands of the weasel-like fiends who had plagued humanity for countless millenia and there was nothing she could do to stop them. Everything she had sacrificed to give the girls their lives back and to save her beloved Madoka Kaname had come to this.

Accepting her demise, her thoughts condensed around Madoka, the shining core of her empty and miserable life. When she was gone, who would care for her, lead her out of the many traps that the Incubators had laid with their hive mind of amoral calculations? Where would Madoka turn to for help, in a world without the guardian angel Homura had crafted herself to become? What intentions did the grey smoke man Agostinho Gushiken truly hold for them and for the worlds they had created with the power beyond Gods? He seemed to have an experience with the Incubators that exceeded her own, an impossibility in and of itself, yet with the changes taking place in what was once her own personal domain, what meaning did impossibility have? Perhaps she hadn't saved Madoka after all. Perhaps not anyone at all.

Charlotte opened her vast jaws, enveloping Homura.

Then vanished.

A cloud of smoke shaped like a spade was the only evidence that the beast had even existed. Around her, the Candyland-like city was shimmering and blurring, reverting back to itself. The labyrinth had ceased to be. Homura struck the ground hard, bouncing off the asphalt and into a charred car. She nearly had a heart attack when she heard a gleeful laugh coming from around the corner. A low chuckling accompanied the laughter as a pair of figures rounded the building nearest to the car.

Kyoko Sakura leapt up and down with excitement, her crimson dress bouncing up and down with her to give her a likeness of an agitated flame. By her side was Gushiken, who's grey trench coat blended almost too well with the soot created by Homura's bombing of the city earlier, swaying perfectly like a wisp of smoke as his pure white scarf danced in the wind that followed the raid.

"That was insane!" exclaimed Kyoko. "You captured a Witch! The one that ate Mami in the film. It didn't know what hit it!"

"It's not the first time I've captured large dangerous creatures. But it wouldn't be possible without some quality bait." He stared at the downed Homura before approaching her and crouching to examine her more closely.

Homura shifted her injured body up to face Gushiken. She barely managed to breathe the words.

"Why. . . why did. . . you save me?"

"Do you believe it is my desire for you to be killed?" asked Gushiken. "You have fought a long and difficult battle against the Incubators. And won against them. Don't I have the reason to keep the enemy of my enemies alive?"

Kyoko laughed at his response, grabbing onto his arm affectionately. She leered down at Homura, "You're lucky he was there, otherwise you would be caterpillar shit right now."

Homura glared at her with a soulless look that only someone who had just cheated death and prepared for their life to end could give.

"Really?" asked Gushiken. "She seems sour. I'd say that the Witch would have spit her out the moment it took a bite. That Witch was Charlotte, the Witch of Sweets, not the Witch of Sour old ladies."

Kyoko snickered before pointing out, "She looks my age though."

"She's been traveling through time and repeating the same time over and over. Uma e outra vez. Repetidamente. She has an aged soul, even if her body doesn't show it."

Homura managed to get to her knees, refusing to show any sign of pain and staring straight ahead. It was the posture of someone who had nothing left to lose.

Gushiken reached into his coat pocket and produced a dark earring. It had a round curved shape and a purplish tint that matched Homura's dress. He gently nudged Homura's weakened fingers open and placed the earring inside them. She looked at it with bewilderment.

"You've been around the world, haven't you? You dropped this far away, in some distant desert. It helped you to heal back then, if I remember correctly. From all the wounds that the Wraiths gave you. Sentes-te melhor?"

"How do you know all this?" gasped Homura, feeling the energy returning to her rapidly. "I thought we were supposed to be enemies? Why are you helping me?"

"Why should we be enemies?" asked Gushiken. "What have you ever done to me? You want Senhorinha Kaname to be safe and happy, não? And the other girls, you do not wish for them to die. Não é? But perhaps, I am the one who needs your help. Will you help me?"

"What is it you want from me, Agostinho Vincenzi dos Palmares Gushiken." asked Homura. "What does a grown man need from a little girl?"

"I'd like you to rest, Doçura. You cannot help me if you cannot stand."

He turned and looked behind him in the distance. A horde of the Card-like beings he had brought to his city on the Moon were marching across the streets, spade-headed spears in hand and automatic crossbows slung across their shoulders. Their coal black mechanical hounds were held in leashes made of hardened chains. A detachment of Plague Doctors waddled to the side.

Gushiken brushed his scarf to the side absentmindedly and allowed it to flap in the wind.

"Todos temos que nos ajudar. We all have to help one another. Fathers and sons. Sisters and brothers. Sons and their mothers." He paused on the last sentence.

Homura's strength had returned and she was ready to fly again.

"What are you talking about?" Homura demanded. "I don't have any children."

But Gushiken had already gone.

As quickly as a puff of smoke amid a tornado.

* * *

Author's Note: I had to make several major dialogue changes to fit the tone of the scene. This is one of the reasons the chapters that I'd already previously released are being re-uploaded very slowly. By the way, does the duel between Kyoko and Hitomi seem similar to a certain fight between an Englishman with a smallsword and a Scotsman with a basket-hilted broadsword?


End file.
